Nominal meaning

In Downtul Ltd [In Liquidation] v Companies Act [2025] IEHC 358, the Irish High Court imposed restrictions for a period of five years on two directors, after determining that they did not act prudently or have proper regard to the interests of Downtul Limited (the Company) as a distinct entity within a complex corporate arrangement. The decision underlines the intricate nature of directors’ obligations in group scenarios and the need to prioritise the interests of each separate company. As a result of the restriction order, the two individuals—each currently sitting on the boards of more than 100 Irish companies—are barred from acting as company directors for five years unless the relevant company has a nominal share capital of at least €100,000 (or €500,000 where the entity is a public limited company or an unlimited company). Background The individuals were directors of the Company, which leased a commercial premises later occupied and run as a Starbucks café by another company, Atercin. They also served as directors of Atercin...

FTT holds payments to employees under tax avoidance scheme were taxable earnings despite purported repayment obligation (GW Martin & Co Limited & another v HMRC) GW Martin & Co Ltd & another v The Commissioners for HMRC [2025] UKFTT 1147 (TC). The appellants transferred sums to employees on the basis that those employees would subscribe for a newly created class of shares in the appellants (the Shares). These Shares conferred no voting power, no dividend entitlement, and only very limited rights in the event of a winding up. The structure was intended to sidestep PAYE and NICs liabilities while also delivering a corporation tax deduction. The sums advanced were not loans; rather, they were conditional on staff taking up Shares with a nominal value mirroring the payments. Only 1% of that nominal amount was paid up, leaving the remaining 99% uncalled, so the cash flowed to employees while the issued share capital largely remained unpaid...

In this issue: CPR updates Employer's liability Clinical negligence Coroner's inquests Claims involving a fatality Costs Other PI and clinical negligence news LexTalk®PI & Clinical Negligence: a Lexis®Nexis community Daily and weekly news alerts LexisNexis® Webinars Useful information CPR updates 185th Practice Direction update—online claims—in force 18 July 2025 The Master of the Rolls and the Minister of State for Justice have issued the 185th Practice Direction update to the Civil Procedure Rules, taking effect on 18 July 2025. It revises CPR PD 51R (Online Civil Money Claims) and CPR PD 51ZB (Damages Claims Pilot), and inserts a new fixed costs section within CPR PD 51R. Both pilot schemes are extended by a further 12 months, now running until 1 October 2026. See: LNB News 30/07/2025 24. 186th and 188th practice direction updates—in force 1 October 2025 The Master of the Rolls and the Minister of State for...

This Practice Note looks at Term Loan B (TLB) facilities, which often feature as a senior tranche within syndicated loans in leveraged financings. TLBs are long-established in the US market and are increasingly seen in the European lending market for institutional investors. It examines the structure of a typical TLB and how it diverges from traditional European leveraged loans, before setting out the key features. This Practice Note assumes some understanding of leveraged finance. For introductory information, see: Introductory guide to acquisition finance. For explanations of common terms, see Practice Note: Glossary of acquisition finance terms and jargon. What is a Term Loan B? In lending markets, ‘Term Loan B’ or ‘TLB’ (short for Term Loan Bullet) describes a tranche of senior secured credit facilities made available to a borrower and intended to be syndicated in the institutional loan market. They are usually floating-rate term facilities with an actual or implied non-investment grade rating, a five to seven year maturity and either nominal amortisation of 1% per annum...

Trespass Trespass describes the unauthorised presence of a person upon land in another’s possession. Ownership of land extends to the airspace above it, so any incursion into that airspace will, in principle, amount to a trespass. In Baron Bernstein, an aeroplane passing overhead to take photographs was held not to trespass, on the footing that the landowner’s rights over airspace reach only the height needed for the ordinary use and enjoyment of the land and its structures. However, in Kelsen, a sign projecting just eight inches into the airspace above the land was found to be a trespass. In Anchor Brewhouse, the High Court confirmed that the problems created by aircraft, etc., are wholly distinct from an invasion of airspace by a structure erected on adjoining land, where the legal position is more certain and settled. The latter is a trespass in law. Remedies The adjoining landowner may claim damages and obtain an injunction where appropriate. As trespass is actionable per se in law, an injunction and...

In recent years, the phenomenon of older clients who are asset-rich but cash-poor has become increasingly common. Typically, their wealth is locked in a home that has climbed markedly in value over time, while income from pensions and savings has stayed largely static, if not fallen in real terms. Unsurprisingly, many wish to convert that fixed, generally unrealisable wealth into cash without having to sell their home. Equity release basics Equity release may offer a solution. Funds released can be taken as a lump sum, regular income, or a blend of both. Options fall into two main types: Lifetime mortgages, where the homeowner raises money by securing a mortgage on the property. The borrowing is repaid only when the homeowner dies or no longer needs the home (eg on moving permanently into residential care). Home reversion plans, where the owner sells a share, or all, of their home to a reversion company but retains the right to continue living there either rent-free or for...

£ [ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes 20[ insert year ] [ insert name of issuer ] Dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of issuing company ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (the Issuer) Background The Issuer has determined to create up to a maximum nominal amount of £[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes, to be constituted as set out in this document...

£[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes 20[ insert year ] [ insert name of issuer ] This Instrument bears the date [ insert day and month ] 20[ insert year ]. Parties [ Insert name of issuing company ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (Issuer) background The Issuer has determined to establish up to a maximum nominal amount of £[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes, which shall be constituted in accordance with the provisions set out in this document...

The Directors [ insert offeror's name ] ([ Offeror ]) [ insert address ] [ and ] [ The Directors ] [ [ insert name of financial adviser ] (the Adviser ) [ insert address ] ] [ insert date ] Dear Directors Proposed acquisition of [ name of offeree ] ([ Offeree ]) It is our understanding that [ Offeror ] intends to acquire (the Acquisition ) [ all ] the issued [ and to be issued ] [ ordinary ] shares of [ insert nominal value ] each in [ Offeree ] (the Shares ) for the consideration, and otherwise substantially on the terms and subject to the conditions set out in the draft press announcement enclosed with this letter (the Announcement ), subject to such modifications or additions to such terms and conditions as may be required by the City Code on Takeovers and Mergers (the Code ), the Panel on Takeovers and Mergers (the Panel ), the High Court of Justice in England and...